Outsiders
by Dylan Wolf
Summary: The children of some of the greatest heroes of a parallel reality travel across time and dimensions. Finding themselves in modern day Earth-616, how are they going to adjust and stop a war that destroyed their world from happening? Comments Welcome.
1. Chapter 1: Prologue

The children of some of the greatest heroes of a parallel reality travel across time and dimensions. Finding themselves in modern day Earth-616, how are they going to adjust? More importantly, how are they going to find a way to keep the war that destroyed their world from happening here?

These are the Outsiders:

Alchemy – Michelle Darkholme – Forge & Mystique – Alchemical Alteration, Manipulation and Creation

Avenger – Nick Rogers – Captain America & Ms. Marvel – Strong, Agile, Fast Flier w. Enhanced Healing, Combat Precognition and a Personal Arsenal

Dragon – Doug Rasputin – Colossus & Shadowcat – Transforms into a Super Strong, Flying, Metal Skinned & Phasing Dragon

Gypsy – Raven LeBeau - Gambit & Rogue - Powerful Energy Dampening Field at Skin Level Makes Her Immune to Magic and Virtually All Mutant Powers; Strong, Resilient, Agile Flier and Staff Fighter

Iron Maiden – Suzie Richards – Franklin Richards & Amanda Grimm – Living Energy Wrapped in a Suit of Stark Power Armor; Cosmic Energy Manipulation and Solidification

Lioness – Katherine "Kat" Wakandas – Black Panther & Storm – Deadly and Agile Feline Fighter w. Weather Control and Flight

Phoenix – Chris Summers – Cyclops & Phoenix – Psychokinetic Spatial Manipulation, Redirection and Teleportation

Predator – Rose Howlett – Wolverine & Mystique – Humanoid Shapeshifter w. Hyper Senses, Enhanced Speed and Agility, Regeneration, Super Stealth & Adamantium Katana

Prodigy – Michael Darkholme – Forge & Mystique – Hyper-Intelligent Cyberpath and Technokinetic

Quicksilver – Cassandra "Cassie" Stark – Iron Man & Scarlet Witch – Amorphic Liquid Metal Speedster & Super Agile Living Weapon

Seraph – Warren Worthington IV – Archangel & Psylocke – Winged Telepath & Healer w. Deadly Psi-Sword

Silver Spider – Ben Parker – Spider Man & Black Cat – Probability Manipulating Super Acrobat w. Enhanced Strength and Reaction, Combat Danger Sense, Shrinking, Super Leaping, Wall Crawling & Web Shooting


	2. Chapter 2: Arrival

The mansion at the 1407 Graymalkin Lane, Salem Center, New York, had seen better days. It had been destroyed many times, but this was the first time it had been abandoned. Deep within the ruins of the lowest sub-basement, a light flickered, then grew into an explosion. When it cleared, twelve crumpled forms that appeared began to show signs of life. Their uniforms were more than a little worse for wear and they were all banged up to varying degrees, but the young woman known as Predator's broken arm was the worst of their injuries and that would heal itself in a few minutes.

Forcing himself to overcome the vertigo caused by the trip, Nick was the first member of the group to struggle unsteadily to his feet. Pulling a small, but powerful flashlight from inside his brown leather duster, he began to check out their surroundings. These ruins didn't look all that much better than the ruins they'd just left, but he kept his opinions to himself. The others were looking to him for leadership and he wasn't about to let them down.

Nick turned first to a female in a suit of all-encompassing, but battered and scarred, blue and silver power armor. "Iron Maiden, we need power and a list of available resources."

He used codenames deliberately, hoping to focus them on who they were rather than what they'd lost.

He next shined his light on a girl with short silver hair and a gymnast's build. "Quicksilver, do a recon of the area and report back with anything you find."

Cassie Stark stared at him uncomprehendingly for a moment through haunted eyes. An instant later, however, she nodded, transformed her body into living metal and vanished in a blur of motion. Suzie Richards, aka: Iron Maiden, also nodded and limped off in the direction of the mansion's power core; sparks coming from several damaged joints as she walked.

Chris Summers ran his fingers through his tousled red hair and approached Nick quietly. "Something's not right. This place looks like it's been abandoned for months. I'd like to do a little recon of my own and see what's going on."

Nick nodded. "Be careful, Phoenix. We have no idea where or when we've been dropped off. We're dealing with time travel here, so anything is possible."

Chris tried to put an encouraging smile on his face and almost succeeded. "Wherever it is, it has to be better than where we came from."

He vanished, air instantly collapsing into the vacuum left by his departure, just as the emergency lighting started to come fitfully to life. Turning off his flashlight, Nick Rogers looked over the group of survivors who had come into exile with him. Warren was checking on the unconscious form of Michael Darkholme. Michael and his twin sister, Michelle, were a few weeks past their eighth birthday. The boy took a blow to the head as they were leaving, but Warren looked up at Nick and nodded.

"He'll be fine," Warren said. "He took a pretty good hit, but no permanent damage. He just needs to rest. We all do."

Nick nodded and turned his attention to Doug Rasputin and Raven LeBeau who were putting their respective strengths to use moving debris out of Suzie Richards' way so she could get to work on the mansion's communications and security suites. There wasn't exactly enough room here for Doug to change into Dragon, but he was plenty strong even without transforming. Ben Parker, however, was slumped in a corner with his head sagging between his bent knees. Being the youngest member of the field team - - he was almost fifteen - - Ben understandably seemed to be taking their situation even harder than the rest.

"Silver Spider," Nick said, kneeling beside the younger teen and again using his codename, "I need you to help Dragon and Gypsy clear debris."

Ben seemed about to rebel and take all his frustration and grief out on Nick, but realized what his friend was trying to do and immediately deflated. Rising with a nod, he headed over to assist the others. Nick was about to join them himself when first Quicksilver, then Phoenix returned from their recons. Since Quicksilver was the first one back, he gave her the nod.

"Everything basement and above has been leveled and cleared away, Avenger," she reported. "The place looks more like an abandoned army base or prison camp than it does the mansion we all knew. The sub-basement levels have been sealed off, but are more or less intact. Suzie will need to have a look at what equipment they left behind, but they took just about anything that wasn't nailed down and some stuff that was. They weren't planning on coming back here unless it was an emergency."

Chris then took his turn at reporting. "Things outside the walls look pretty much the same as the pictures our parents had from before the war. I only jumped as far as Manhattan, but Avengers Mansion and Four Freedoms Plaza are both standing. I even think I saw a couple of heroes on patrol, but the only one I recognized was Daredevil."

Nick nodded. "Did you manage to discover the date, Phoenix? We don't seem to be when we expected to be."

Chris actually managed a wane smile this time. "According to the current issue of the Bugle, it's December 10, 2011; right in the middle of our intended window."

Nick frowned, but before he could respond, the monitors suddenly came on. Suzie Richards let out a shout of victory followed almost immediately by a stream of multisyllabic curses.

You could have heard a pin drop for several terse seconds until Nick spoke up. "What's wrong?"

"Sorry, Nick." Suzie looked up from the circuit panel where she'd been working. "I must be further off my game than I thought or I'd have expected this. The X-Men, or whoever sealed this place up, left sensors to alert them if anyone started turning things on. I missed it until just now."

As the power came on in Westchester, an alert sounded in the X-Men's command center on the island of Utopia, off the coast of San Francisco. Cyclops and Emma were the first to respond, followed closely by Iceman, Gambit and Rogue. Still others were on their way.

Scott looked over the alert and frowned. "Perfect timing. Storm is in Wakanda. God only knows where Wolverine is. Emma and I have a meeting with the city council of San Francisco that neither of us can miss."

"Gambit an' I can take care of it, shugah," Rogue offered.

Scott turned to her. "We have a dozen unidentified intruders in one of the sub basements of the mansion. Put a team together and have Pixie or Magik teleport you there. We stripped out most of the dangerous technology, but we couldn't take everything. Besides, whoever's there is treading on a lot of graves. Find out what's going on and report back."

Gambit rolled his eyes slightly. "We know de drill, mon ami. We been doin' dis f'r a while, non? Cerebra detectin' anythin'?"

"No." Scott seemed almost disappointed. "That doesn't mean we're not dealing with some other metahumans, however."

The pair headed back towards the door, but Rogue stopped just short and looked back over her shoulder at Bobby. "Ya wanna tag along, Frosty?"

"Why not?" Bobby responded. "I'll meet you outside."

Outside, Rogue, Gambit and Iceman are joined by Rockslide, Hellion, Dazzler, Pixie, Surge and Northstar. Rogue gives Pixie a nod and the younger girl begins her incantation. An instant later, the nine heroes vanish, to reappear shortly in what had been the front yard of the mansion.

Down below, the team quickly got their acts together. The last thing they wanted right now was a fight; at least not until they had a better lay of the land and particularly not with the X-Men. Unfortunately, fate was acting against them; and maybe just a little bit for them.

Nick turned to Chris. "Up for a mass teleport, Phoenix?"

Chris shook his head. "I didn't want to make a big deal about it, but that jump to Manhattan and back took nearly everything I had left. I'm dead on my feet and holding it together on pure adrenalin. I don't think any of the others are in much better shape. For that matter, neither are you."

They turned to see the others looking at them and Predator voiced the question on all their minds. "So, what's the call, boss?"

He turned to Suzie. "Iron Maiden, what's your status?"

"My armor is in need of extensive repairs," she responded. "Auto Repair Systems are doing what they can, but I took a lot more damage than they're designed to deal with. My onboard computer is fried. Sensors are nearly shot. Flight systems are offline; so are 75% of my other systems. Give me a few hours, a state of the art lab and lots of spare parts and I could probably get functioning again, but short of that I couldn't handle the Yancy Street Gang."

It was nothing he hadn't expected. "Okay. Since fighting isn't an option, we're left with flight. Quicksilver, did you find a way for us to get out of here?"

"Not without doing some serious property damage, Avenger," she informed him. "I shimmied up some old water pipes. The main elevator shaft and every emergency exit I knew of have all been sealed off and the hangar has been collapsed. The only way out for anyone who can't fit through small openings is by force."

"I'll get us to the surface," Chris said, the exhaustion now obvious in his voice.

"Are you sure?" Nick was skeptical.

Determination immediately overrode Chris' exhaustion. "I can't handle a Manhattan jump, but I'm pretty sure I can at least get everyone to the surface."

Nick nodded. "That will have to do. Seraph, once Phoenix gets us to the surface, you'll be carrying Predator. Lioness, you have the twins. Dragon, you have Iron Maiden. I'll take Phoenix. Quicksilver, you're ground recon. Gypsy and Silver Spider, you're on your own. Let's stay together and try to avoid contact with anyone until we've put some distance behind us and had some time to rest and figure out what to do next."

Everyone gathered around Chris as he started to focus. It wasn't going to be an easy trip, but they didn't have much choice. A second later, space around them bent and twisted and they were suddenly on the surface and facing a crew of apparent X-Men; only some of whom they recognized.


	3. Chapter 3: Gratuitous Fight Scene

"'Scuse me, shugah," Rogue addressed the nine strangers as Chris slowly regained his feet after the strain of the mass teleport drove him to his knees, "but what are y'all doin' here? Didn't y'r momma's ever teach ya it's not nice t' be trespassin'?"

"And what are you doing dressing up like X-Men?" Hellion was a bit put out.

"That's because we are X-Men." Chris' own costume was a masculine version of his mother's original Phoenix costume in X-Men blue rather than green. "What's left of them, anyway."

Each of the others had X-Men insignia on their belts and several of their costumes were homages to their parents. The comparisons wouldn't be lost on anyone who was familiar with the history of the team.

"Like hell you are." Hellion struck out with a telekinetic blast, nearly striking Phoenix.

"And who the hell are you?" Chris automatically reflected the attack back at Hellion, sending him flying. "Let me guess, Marvel Boy. Sorry, the name was taken years ago."

The other X-Men took umbrage at that. Rockslide ran forward to attack. Northstar vanished in a blur, intending to launch one of his trademark attacks. Surge fired a blast of electricity. Gambit charged up several cards. Iceman started a slide. Pixie flew forward with a spray of pixie dust. Dazzler shot a laser and Rogue took to the air.

Dragon transformed into a twelve foot tall, metal scaled, humanoid dragon and met Rockslide head on with a massive collision. Quicksilver went through her own transformation and met Northstar. Despite the damage to her suit, Iron Maiden created a dome of solidified cosmic energy over herself, Seraph and the twins, blocking anything Pixie could throw at them. Lioness stepped forward to counter Surge. Silver Spider attracted Dazzler's fire and deftly evaded the attack. Predator faded from view only to reappear on the opposite side of the field and tap Gambit on the shoulder. Gypsy flew forward to deal with Iceman. Finally, Avenger took to the air to confront Rogue. The sides had been chosen and the fight was on.

Chris knew he needed to finish the fight with this wannabe quickly. He didn't have the strength to sustain a prolonged battle. As Julian recovered and regained his feet, Chris closed in. Julian attacked with another psychokinetic blast, but Chris wasn't actually anywhere near where he seemed to be and the attack just tore a new gouge in the real estate.

"Sorry I don't have time to play right now," Chris said, "or to be gentle."

Chris had learned a great many tricks for use with his spatial shearing powers. Some were annoying; others were distracting. Some were deadly; some just hurt . . . a lot. Chris used the last option to deal with Hellion. Suddenly space folded along several planes that intersected with Julian's body; displacing parts a few inches to one side or the other, then returning them to their original positions. The effect was extremely traumatic and did mild cellular damage, but wouldn't kill a target. Julian almost wished he was dead for an instant before he passed out, but he wouldn't die.

Even as Julian screamed and collapsed, however, the fatigue toxins in Chris' blood reached toxic levels. The adrenalin that had been the only thing keeping him on his feet finally gave out. The collapse he should have had hours earlier would no longer be denied.

Dragon and Rockslide were pretty well equally matched, but Dragon had one advantage, he could fly. After the original collision, which sent both of them sliding back several feet, Dragon took to the air. Rockslide, however, wasn't on the edge of exhaustion. Dragon knew he had to end this fight fast if he was to stand a chance. Unfortunately, Rockslide felt no compulsion to cooperate with this plan. Dragon landed several devastating swooping attacks that would have leveled most buildings, but Rockslide stayed standing. Eventually, Dragon was just a second too slow and Rockslide caught him with a massive uppercut. Dragon came down hard and collapsed into unconsciousness. As Dragon reverted into his human form, however, Rockslide sat down hard to catch his breath.

"Wow," Quicksilver said, as the world around her and Northstar seemed to slow to a crawl. "I can't believe I'm going head to head with THE Jean Paul Beaubier. You're like the third coolest speedster of your generation."

"Third," Northstar countered, trying unsuccessfully to hit Cassie. "You must be mistaken."

"No," Cassie returned, letting Northstar's blows splash ineffectually through her amorphous body. "I always liked your sister better, and of course, my Uncle Pietro was number one. You always had that angry bad boy vibe going and not many folks can pull it off without sounding like a jerk. The only reason you even made the top three is because of the alternative lifestyle vote. Of course, I'm cooler than all three of you."

Having distracted Northstar for just an instant with that slap to his ego, Cassie immediately took advantage of the opportunity. She flattened herself out and wrapped her body around his head. Northstar was suddenly blind, deaf and unable to breathe. Unfortunately, he was also moving at several hundred miles per hour.

Hours of training with the X-Men had left Jean Paul better prepared for the unexpected than he'd ever been before joining them. He skidded to a near stop and when he tripped over something, he tucked and rolled; using his flight to reduce impact damage and complete breaking. That did nothing to deal with his suffocation problem, of course.

Northstar struggled, but Quicksilver held on like taffy. The struggle lasted several seconds, but Jean Paul's efforts became weaker and weaker until he finally collapsed.

Lioness literally walked into Surge's electro blast caught it and sent it back at her. Surge barely dodged out of the way. Kat knew she couldn't handle a prolonged fight any more than any of the others. If she tried to summon a storm now, she wouldn't be able to control it. Fortunately, being the daughter of the Black Panther and Storm, she had other gifts to fall back on.

After the first attack, Noriko decided not to use her electrical powers again. Noriko was a fairly capable martial artist, but Kat had been training since she was old enough to walk. It wasn't much of a fight. Noriko got one kick in, which was blocked almost casually, then spent the rest of the fight futilely trying to defend herself. She didn't last long. When Julian went down, Noriko let herself be distracted and Kat took her out with a kick to the side of the skull. When it was over, Kat took a knee and looked around to make sure none of her friends were in trouble.

Silver Spider was usually a motor mouth, but his heart really wasn't in it right now. As he dodged Dazzler's attacks, he remained silent. The truth be told, he was in the anger stage of grief and that wasn't good for his opponent.

For Alison's part, she was getting pretty pissed off herself. She kept shooting, but this guy in the silver Spiderman costume was as slippery as Nightcrawler on a sugar high. Then, she heard Julian's scream and let herself be distracted for only an instant. When she recovered, Silver Spider was nowhere to be seen.

While she was pregnant with him, Ben's mother, Felicia, was accidentally exposed to Pym particles. There appeared to be no adverse effects on the fetus, but when Ben began to develop his powers, he surprised everyone by being able to shrink to just about an inch tall at will. Over the course of the battle, he'd been moving gradually closer and closer to Noriko. After shrinking, he made one last leap, landing underneath her.

Alison looked around, but she didn't look down. Her confusion about the location of her opponent was ended when he delivered an uppercut boosted by his growth factor; a blow that would have stunned an ox. Alison miraculously managed to react in the last instant, but still took a glancing blow. She flew into the air several feet and came down to land in a heap.

Realizing he hit her too hard, Ben panicked. He ran over to where Alison landed. Amazingly, she was still breathing. Realizing what had almost happened, Ben collapsed into tears. The past twenty four hours of respective time had been the hardest in his young life. Amongst other things, he'd seen the deaths of both of his parents. It was too much to deal with, so he mercifully shut down.

Gypsy had sparred with her Uncle Bobby back home more times than she could count. If seeing this younger version of the cheerful man who had been like family to her wasn't such a painful reminder of what she'd lost, she would have actually enjoyed this kerfuffle. As it was, she just wanted it to be over.

Dodging ice balls, Raven flew past Iceman, and shattered his ice slide. Undeterred, Bobby created a new slide before he'd fallen more than a few feet. In the same motion, he fired a blast of ice aimed at Raven. To Bobby's surprise, however, she didn't fall. She floated in place as the ice shed off of her.

Iceman was too much of a professional to be distracted for long. He poured the power on and enwrapped Raven's torso in ice.

"Try to break out of that," Bobby cried victoriously.

"Sure." Raven immediately started falling.

"Crap!" Realizing he may have made a mistake, Bobby rushed to catch his falling opponent before she hit the ground.

Unfortunately for Iceman, that's exactly what Raven wanted. In order to cushion her landing, Bobby maneuvered under her and began creating a large, soft snow drift. That gave Raven the opportunity to break free and maneuver so that she landed on Iceman instead of the drift. The impact knocked Bobby out and didn't even faze her.

When Predator appeared behind him and tapped him on the shoulder, Gambit was caught by surprise, but covered it well. He spun around and threw two of the cards he was charging at her feet. She was ready for that, however, and vaulted into the air, flipping over him. He continued spinning; now unlimbering his staff to sweep her legs out from under her. She vaulted and flipped again, keeping herself behind him.

When Remy spun around again, this time Predator was just standing there. "Excuse me, but would you mind too much if we just bypassed the whole gratuitous fight thing. I've had one hell of a week and my heart's really not in it."

Gambit was a bit taken aback by this one. "Excuse moi, petit?"

She shrugged. "We really didn't come here to fight. We aren't here to steal, either. Your psychokinetic attacked first and things got out of hand from there. My friends are a little high strung at the moment, but given what we've been through lately, I hope you can forgive them."

As Gambit tried to decide how to respond to this strange young woman, up in the air, Avenger was having a meeting of minds with Rogue. "I hope you're not determined to fight, Anna. I think you'll find we're a little too well matched. We both have my mother's abilities, after all."

"Your mother?" Rogue was a little nonplussed.

"Yes; Carol Danvers, Ms. Marvel, Warbird and a couple of other names. I don't know what her history is like here, but in my timeline, she married Captain America and they had me."

Rogue wasn't sure what to think. "An' y'all just expect me t' take this at face value?"

"Not entirely." Nick reached into the dimensional pocket created by the circuitry in his duster and pulled out his father's shield. "There's only one of these. When my father was killed a year ago, I inherited it. My name is Nicholas Logan Rogers. I'm called Avenger. In the timeline we came from the final war between paranormals ended with a terrorist group called Ultimatum crashing the moon into the Atlantic Ocean. We're the only survivors and we thought we were traveling back in time to stop the war from starting, but from all evidence, we also jumped realities."

Rogue paused. "Well, ya'll wouldn't be th' first lost time travelers t' wind up here. Most th' others got the surname Summers, though."

Nick might have laughed at that under normal conditions, but he didn't have the heart for it right now. "My friend with the bright red hair is Christopher Alexander Summers, aka Phoenix. His parents were Scott Summers and Dr. Jean Grey-Summers."

Rogue finally reached a decision. "Okay, shugah. Ah ain't sayin' ah believe ya r' not, but ah'm willin' t' call a truce 'til we can figure all this out. Call off y'r dogs an' ah'll call off mine."

Nick nodded. "Okay, X-Men. Stand down. Fight's over."

Rogue joined in. "That means both sides. We'll figure this out in Utopia. Pixie, get ready to port us all to Utopia."

Nick floated down to the ground. "Seraph, check on the injured."

Fortunately, no one was seriously hurt; just a few bruised bodies and a few more bruised egos. Chris was the worst off, having pushed himself so far beyond the point of exhaustion that he would need several days of complete rest to even start recuperating.

Ben was almost as bad off psychologically as Chris was physically. In the end, Nick pulled a medical kit from his duster and gave the younger mutant a strong sedative to knock him out. He, too, would need time to heal and recover.

"Ya'll held y'r own pretty good." Rogue tried to offer a compliment.

Nick shook his head. "If the fight had gone much longer, we'd have been in serious trouble. We're all on the edge of exhaustion. Some of us are closer than others, but none of us are in any shape for a prolonged fight."


	4. Chapter 4: Utopia

When Rogue brought the kids back to Utopia, she made sure their arrival was kept quiet. There were too many questions that needed to be answered before certain introductions were made. Could these kids be who they claimed to be? Stranger things had happened to the X-Men, that was for sure.

"Look," she said, as the others left, leaving her and Gambit alone with the twelve, "ah know ya'll are tired, but ah gotta ask a coupla questions 'fore things go any further. For one, why don't ya register on Cerebra?"

Avenger looked at the others, then nodded and stepped forward. "My team has been through hell and we need some sleep and a good meal or two before we can be of much good to you, but I can answer a few questions at least. In our world and era, Cerebra and similar technology was in the hands of SHIELD, several governments and, most importantly, Ultimatum. Our uniforms have circuitry that blocks that kind of detection."

The explanation seemed reasonable, so Rogue moved on. "Ya say this Ultimatum group crashed th' moon inta th' Earth. How'd ya'll survive an' why were ya th' only ones?"

Nick half sat, half collapsed in a nearby chair. "We'd just gotten back from a mission. We were pretty badly banged up and on the verge of exhaustion, so Cyclops assigned us to monitor duty. When the moon crashed, we were in the sub-basement of the mansion; protected by a lot of high tech metals, alien technology and force fields. The planet was coming apart around us and even with all the defenses we had, we didn't have much time. We decided to activate an experimental time machine; hoping to go back far enough to stop the damned war before it started."

Rogue raised an eyebrow at that.

"Now that I think about it," Nick continued, "it was a pretty foolish idea. The best we could have probably accomplished was to create a divergent time line and would most likely have just made things worse. We didn't have a lot of options, though. It was either escape or sit there until the gravimetric stresses of the world's destruction shattered the force fields keeping us alive. Instead of traveling back in our own timeline, however, we wound up in this one."

Rogue played absently with her white scalp lock. "How are you so sure ya ain't in y'r own timeline? It ain't like ya seen all that much."

Nick took a sip from a glass of water someone had put in front of him. "In our world, the mansion was damaged and even destroyed several times, but it was never abandoned. That was the first clue. Then there's the fact that Northstar never joined the X-Men in our timeline and I only recognized four other members of your team; you, Gambit, Iceman and Dazzler. There were other smaller clues, but those were the major ones."

"Well," Rogue said, finally, glancing at Remy, "least we can do is put ya up for a night 'r two. Scott's gonna be back in a few hours. Ah think ah'll leave any further decisions up t' him.

Chris and Ben had already been taken to the island hospital for observation, along with Michael and Michelle who refused to leave her brother's side. Being as they were all more tired than hungry, Nick and the rest of the team were shown to rooms where they could sleep. In record time, everyone but Suzie was unconscious. Due to her unique mutation, Suzie Richards no longer slept at all. Instead, she rested quietly and kept a protective watch over her friends.

When Scott and Emma returned from their meeting with the San Francisco City Council, Rogue was waiting for them.

"Their minds are well shielded," Emma said after Rogue finished telling them about the new arrivals. "I could probably break through it, but not without leaving tracks. The surface thoughts I'm picking up from their sleeping minds, however, suggest that they all at least believe their story to be true."

"One of them claims to be my son," Scott said as if trying to come to terms with the idea, "and says his mother was Jean."

"He's in th' hospital f'r observation, Scott." There was pain in Rogue's voice. "He's th' spittin' image of Jean. Almost tore mah heart out once ah got a good look at him. Th' docs 'r doin' genetic tests on him now. They removed his costume t' examine him an' Cerebra suddenly started detectin' his existence, so that part o' their story seems t' pan out."

"His mind is particularly slippery," Emma said. "I'm having trouble even targeting him. Even if we do accept their claims, what do we do with them? Are we set up to deal with what are effectively twelve war orphans?"

Scott responded immediately. "We've never turned anyone away before and I'm not going to start now. After M-Day, we're down to fewer than two hundred mutants. These kids could be godsends."

Rogue nodded. "They sure fight like they were trained in th' Danger Room. As beat as they all were, they still held their own 'gainst my team."

"Thanks for the compliment," Nick said from the doorway, surprising everyone; even Emma. "Your counterpart, Cyclops, was a good teacher."

"How long have you been standing there?" Emma's tone was demanding; she didn't like being snuck up on.

"Long enough." Nick's tone exposed his dislike of Emma Frost. "You'll have to forgive me, Ms. Frost, but in my world, you're the biggest traitor of the 21st century. You pretended to be on our side for years, then handed dozens of students over to your son, Omega, who you had with your lover, Apocalypse. You were directly responsible for the deaths of a number of heroes, including my father, Captain America."

"I'm not that woman," Emma responded coldly.

"Logically, I know that," Nick admitted. "Emotions are a different matter, however. I'll get over it; so will the others. It'll just take us time."

Noting the discomfort, Rogue tried to change the subject. "Ah'da thought ya'll woulda still been asleep as tired as ya were."

Nick shrugged. "Thanks to genetics, I only need a couple of hours of sleep to fully recover from just about anything short of death. The others are all still out and will be for a while. What was M-Day, by the way? I heard you mention it being the cause of there being less than 200 mutants left."

"Over a year ago," Cyclops told him, "the Scarlet Witch lost it and wished for no more mutants. We went from being the next step in evolution to being on the edge of extinction in a matter of seconds. Nearly all of the world's surviving mutants are on this island."

Nick nodded. "If there was any question of whether or not this was my past, that settled it. Our Scarlet Witch was always a little bit emotionally fragile, but she never possessed that kind of power. Her marriage to Tony Stark did a lot to stabilize her. Once their daughter, Cassie, who's on my team, was born, she retired from active heroing to teach Paranormal Studies at Xavier's."

"What year did you come from?" Scott offered Nick a seat.

"August 13th, 2030," Nick told him. "The war started fifteen years before that when Apocalypse launched an all out surprise attack that leveled Washington DC. Hostilities actually began a year earlier, when he conquered Genosha and killed Magneto on April 1st, 2014; but June 18th, 2015 is the date that Washington fell and war was officially declared; World War III."

"Rogue tells us you mentioned a terrorist group called Ultimatum," Scott continued. "Sounds like the kind of name Apocalypse would choose."

Nick shook his head. "Apocalypse was taken down by the Hulk in '28. His son, Omega, was calling the shots when Ultimatum came on the scene a year later. We never got an exact count, but they consisted of about three hundred mutants and other paranormals of my generation; many of them second and even third generation. They were led by Omega and Ultima, the daughter of Black Bolt and Medusa, and were based out of the Blue Area of the Moon."

He let his head sag. "The war was all but over after Apocalypse fell, but then the White Queen betrayed us and opened the doors of the school to her son. They abducted most of the student body. My father led the counterstrike to rescue the kids. He gave his life, but only a handful of students were returned to the school. The weaker students were killed outright. The rest weren't heard from again until they started showing up in the ranks of Ultimatum. That was when we discovered that Frost had spent over twenty years psychically conditioning students to join the ranks of Apocalypse' army."

Emma started to look a little sick as she held onto Scott's arm.

"Once Omega had custody of them," Nick continued, "he completed their conditioning. We captured as many as half of them in various battles over the past year, but we managed to reverse the conditioning in only half a dozen cases. Chris Summers was one of the few successes. The rest - - including Chris' older twin brother, Scott Jr. - - were permanently lost. Heroes found themselves having to fight their own children and siblings who were trying to kill them. It went downhill fast after that."

Scott could tell real anger and emotion when he saw it. "How did you avoid being taken with the others?"

"I didn't." Avenger looked up to meet Cyclops' gaze. "I was one of the handful that my father died rescuing; so were Dragon and Gypsy. Predator was in the house, but avoided capture and was able to tell the adults what happened. The others were among the ten students who were off campus when the attack happened. Silver Spider and Iron Maiden were both in Manhattan that day, and Quicksilver was out jogging. She thinks she was somewhere in Texas. Seraph was with his dad and some other healers, helping Dr. Reyes at Walter Reed."

"Emma?" Scott turned to the woman next to him.

"He definitely believes what he's saying to be true," she responded. "That's about all I can tell you without a deeper probe. His mental defenses are quite impressive for a non-telepath."

"I'll take that as a compliment." Nick let more than a little sarcasm drip into his voice.

Scott ignored that and nodded. "For the time being, you can all stay here for as long as you like. Anything beyond that can be worked out later."

"Thank you, Mr. Summers." This time Nick's respect was as obvious as his sarcasm had been a moment earlier. "If it's permissible, after I've had something to eat, I'd like a chance to go over whatever mission archives or other files you have while the rest of my team is recuperating. I've already identified more than a dozen differences between your world and my history, and I have a hypothesis I'd like to test out."

Scott smiled. "What's this hypothesis?"

Nick shook his head. "Right now, it's just a crazy idea. If it pans out, you'll be one of the first to know."

Scott found that he couldn't blame Nick for playing things close to the vest. "I'll arrange access for you. For the time being, at least, it will be limited and monitored. I hope you understand."

Nick almost smiled. "Of course I do, sir. I'm still an unknown quantity. You'd be foolish to give me full, unrestricted access to anything. Trust is something that has to be earned . . . on both sides. Now, if you'll excuse me and someone can point me in the direction of food, I haven't eaten in over forty eight hours and I'm famished."

"Ah'll show ya th' way," Rogue offered.

Scott and Emma sat in silence for several moments after the other two left, until Emma finally broke the silence. "He obviously has a lot of respect for you; rather for the memory of you from his reality. I can believe that this is the kind of son that Boy Scout, Captain America, would raise; respectful, but independent."

As she guided him to the dining hall, Rogue brought up a realization that started forming in her head the second she got a good look at Gypsy. "The girl ya'll call Gypsy . . . is she . . . am I . . . ?"

Nick nodded. "Her name is Raven Irene LeBeau. She's the daughter of Rogue and Gambit."

"How?" Rogue wasn't sure she wanted to know the answer.

Nick's expression was somber as he turned to her. "In the wake of a mission where both Rogue and Gambit nearly died, they were left powerless for about a year. During this period, Rogue became pregnant and they were married. They were happier than they'd ever been in their lives or ever would be again. Then, shortly after Raven was born, Apocalypse conquered Genosha. Anna and Remy realized they had to let Tessa reactivate them. I was just an infant myself."

Rogue felt like she almost couldn't breathe. "That happened. We both lost our powers after nearly being killed. We eventually got them back, but I never became pregnant."

Nick nodded slowly. "The mission in our world was the only time both of them lost their powers at the same time and it's not supposed to happen for nearly sixteen months."


	5. Chapter 5: Decisions

Forty eight hours had passed by the time everyone was up and in any shape to make plans for their futures. Chris still tired way too easily and Ben was painfully withdrawn, but Suzie's armor was fully repaired and the others were about as recovered as they were going to get for now. Nick figured that if he gave them too much more time, they'd start dwelling on everything they'd lost, so he called a team meeting and invited Cyclops to join them.

"Okay," he said once they were all present and the room secured. "We have some decisions to make. First off, I've done some research since arriving on Utopia and have come up with an interesting theory on why we were brought here instead into our own past."

"So, fearless leader," Warren quipped. "Illuminate us. How badly are we screwed?"

"Not as badly as we could have been," Nick responded without missing a beat. "As near as I can tell, this timeline has an almost nil chance of any of us running into younger versions of ourselves. With one exception, the probability of any of us being born in this reality is extremely low."

"And that's a good thing?" Raven's sarcasm was obvious.

"Actually, it is." Nick passed folders out to each of the others. "These are files on each of your parents. Don't look at them until you're ready, but I'll tell you one thing. With one exception, none of them are together and most never will be. Suzie's father is nearly ten years younger than he was at this time in our world and her mother hasn't even been born yet. My parents should be engaged by now, but they're not even dating; in fact, my father isn't Captain America at the moment. He just came back from the dead and his old partner, Bucky, who should have been in the grave more than sixty years ago, took up the shield and title in the interim."

He paused. "I can't prove this, of course, but I think we were brought here deliberately. None of us have a past or future that's already been written in this reality. We're all clean slates. We can choose our own paths without a war to determine our lives."

"You think that's a good thing?" Ben's voice was cracking with emotion. "We have nothing here. No parents. No pasts. No families. Nothing."

"We have each other." Cassie reached over to put a comforting hand on her young friend's quivering shoulder.

"She's right," Nick reminded them. "We're not alone; none of us. The X-Men have always been a family. That's one thing that hasn't changed in this universe. We've always had each other to rely on and that hasn't changed either. Our parents and our world are dead. There's nothing we can do to change that . . . as much as I wish we could. We, however, have all been given a second chance; a chance at a fresh start."

Nick knew his people well and knew that this approach would be the best way to reach them. His main concern was for Ben, who was the most emotionally fragile at the moment, but it was Chris who put the biggest problem into words.

"Whatever else we decide," he said, refusing to look at the man who in another world had been his father, "I'm not staying here. I mean no disrespect, but every time I see Cyclops, I'm reminded of what I lost and every time I see Emma Frost, I remember the months I spent enslaved to her son. I know they're not the same people we knew, but it's still too painful to see them everyday. I know that'll change with time, but right now, it's too soon. It hurts too much to be here."

Warren nodded. "I have to agree with him. Seeing both my parents here and knowing that they're not together and likely never will be is hard. It's like rubbing salt in a wound."

It was Raven who brought up the question. "Who's the exception?"

"Kat." Nick looked at the young cat girl. "Your parents were recently married. The time table doesn't match, but they're together and ruling Wakanda. You technically could still be born in this reality, but if my theory is correct, you won't be."

An uncomfortable silence fell upon the room as each person temporarily lost themselves in their own thoughts.

Nick suddenly hit on a plan and turned to Cyclops. "What do you intend to do with the Westchester property?"

Caught by surprise, Scott took a few seconds to respond. "We were planning on turning it into a memorial to those who died there."

"That's fitting," Nick responded. "What would you think of letting us quietly use the subterranean complex?"

Scott shook his head. "The property is too well known. Just about everyone with access to reliable news feeds knows that the X-Men were based out of there. It's too much of a target."

"That used to be true," Nick agreed, "but now the whole world knows the X-Men are based out of San Francisco. The school's been abandoned and scheduled to be turned into a memorial. I doubt the public was ever told about the sub-basements and even if they were, they're more than a hundred feet underground and completely sealed off. Now, they'll be buried to boot. We don't need direct physical ingress and egress. We have Phoenix' spatial translocation abilities. Prodigy and Iron Maiden know how to build station to station transporters based off of those powers. We can place the outside end of the system anywhere there's a reliable power source."

He paused for a breath. "We used to have a global network of these transporters. It was one of the few advantages we had over Ultimatum in the last year. Our rapid response network enabled us to get a team to anywhere there was trouble in a matter of minutes."

Scott considered. "I'll take it up with the Professor. It's his property, so it's his decision. I won't oppose it, however."

"Thanks," Chris said genuinely. "It would mean a lot. That place is as close to home as any of us have in this reality."

"Have any of you thought about what you're going to do from here?" Their lack of reaction told Scott that they hadn't. "According to what you've told us, you're all still minors. That makes us responsible for you whether you're from this timeline or not."

"We haven't talked about it," Nick admitted, "but we were all pursuing independent studies before. I figure we can continue doing that for the time being. At least until we each graduate high school. It'll be nice to have school be the only thing we have to worry about for a while."

He paused, seemed to reconsider, then shrugged. "On the other hand, it might be interesting to just attend a normal public school for a while. We could all use a little experience dealing with normal people and being normal teenagers instead of super hero soldiers."

He actually laughed. "Nice to have real options for a change. The war kind of limited those before. Whatever we end up deciding, we don't have to do it now. That's the beauty of it. Life and death aren't exactly hanging on the line here. We have all the time in the world."

"You said you thought you'd been brought here deliberately," Cyclops brought up at that point. "How? Who? Why?"

Nick shrugged. "God."

Scott raised an eyebrow behind his ruby quartz shades. "God?"

"Don't you believe there's a sentient force guiding the universe?" Nick's tone was direct and even. "I do. I have to. None of this makes any sense without it. The number of variables that would have to fall into place for this to have been an accident defies imagination. In the infinite possible timelines, we wind up in one where none of us exists or is likely to exist. Something put us here."

"That's certainly an interesting way of looking at it," Cyclops admitted, "but your theory doesn't leave much room for self determination."

Nick smiled. "The plans are man's. The odds are God's. Man makes the decisions, but only God knows the outcome. Look, I'm not expecting anyone to suddenly start believing in God because of this. The truth is I have no idea what brought us here, but I'm convinced that SOMETHING did. I've decided that God makes the most sense for me. Each of you is free to come up with your own explanation."

Cyclops wasn't sure how to take that, so he decided to let it pass and focus on the theory. "There are galactic entities out there that could be capable of redirecting you. We've certainly encountered more than a few of them. Most are opposed to such intervention, but . . . . I suppose there are some people I can consult about this. It might take some time, however."

"In the end," Chris said, "does it really matter? We're here. We can't go back. All we can do is go forward."

"Good advice." Scott turned to the teen who in another reality was his son.

"My dad told me that once, twice or a million times." Chris said, seemingly forgetting who he was responding to.

"Sounds like something I'd say," Scott noted.

Chris' response was unexpected. First he blushed. Then he got angry. Then he got sad. Then he got up and left before he started crying. Scott was about to follow him when Nick waved him off.

"He needs time." Nick said. "We all do. Chris lost his father yesterday. I lost mine a year ago and I still don't know how I'll handle it when I meet him again for the first time."

Nick rose from his seat. "I think this meeting is over. Let's all take some time to get used to what's happened and think about what we want to do from here. We'll meet again in forty eight hours and see where we stand."

After the meeting, Nick followed not Chris, who he knew would find his own peace, but Ben, of whom he was less certain. He found the younger hero on a west facing balcony. The teen's normally cheerful face was drawn, serious, even dour. This was not good.

Nick walked up beside Ben and leaned over the balcony, gazing silently at the stretch of sea that separated Utopia from San Francisco bay. For several minutes the two young men simply stood there together. Neither said a thing. Ben was expecting some kind of useless pep talk from Nick. Nick, however, knew Ben wouldn't be able to hear anything he had to say until he was ready. So, they both waited.

It was Ben who finally broke the silence. "I'm not in the mood to talk."

Nick smiled inwardly, but kept his outward expression neutral. "You hear me saying anything?"

Several more minutes passed before Ben spoke up again. "I can't believe they're all gone."

"They are," Nick responded without turning, "and it sucks."

Ben turned to Nick with an incredulous gaze.

"What?" Nick turned to meet Ben's stare. "You expected me to come up with some magic words that would make everything better? Sorry, Ben. There are no such words. It sucks. It hurts. It isn't fair. We live on."

"You know," Ben said, oblivious to the quip he was making. "You'd make a lousy grief counselor."

"Not my job description," Nick responded. "I'm having enough trouble just dealing with my own grief. When my dad died, Mom was there to help me through it. Now, she's gone too and I'm alone. If I thought it'd do any good, I'd just let myself fall to pieces, but that's the last thing they'd want. I know they'd want me to keep going and honor their memory, so that's what I try to do. It sucks, but it's all I got . . . that and my friends."

"How do you do it, Nick?" Ben's eyes pleaded for answers. "It's all I can do to keep from crying."

"I cry," Nick admitted. "I've cried until I have no more tears. I put on a brave face in public, because I know my friends are counting on me. I save my tears for when I'm alone and just keep going."

Silence returned for a few more minutes, then Nick spoke again. "No one expects more from you than you can give, Ben. We're each dealing with this differently, but we're all going through the same hell. We have to lean on each other because that's all we have left."

"I don't see anyone leaning on me." Ben was beginning to release some of the bitterness that had been eating him.

"Then you aren't looking very close," Nick countered. "I'm leaning on you right now. You just reminded me that I'm not the only one who's crying and the advice I gave you goes double for me. I have to remember that no one expects more out of me than I can give. That's a flaw that comes from being the son of the world's biggest Boy Scout. You lean on me; I lean on you; we hold each other up."

That is what was happening throughout the island over the next two days. In groups of two and three, the twelve young heroes came together, leaned on each other and held each other up.


	6. Chapter 6: Mechanix

A week later, the team, along with Professor Xavier who decided to split his time between the mansion and Utopia, reappeared in the complex that was all that was left of the campus. They had a lot of work ahead if they were going to turn this ruin into a functional base, but it would give them all something to focus on instead of what they'd lost. It would give them time to heal.

A translocation platform had already been installed on Utopia and they had it's counterpart with them. Their first job was to set it up so they could start ferrying supplies in. Upon arrival, however, they found repairs already well under way.

"What the . . . ." Nick reached into his coat and pulled out a pair of vibranium battle staves. "Quicksilver; recon, now! Everyone else; be ready for anything."

"Boss," Cassie's voice came over the communicator even as the others prepped for battle, "you guys better get over to the lab section. You're going to want to see this for yourself and I need Warren now."

Nick took off, flying at best speed with the rest of the team right on his heels. Entering the lab, they found it clean and fully functional. Quicksilver was kneeling next to the crumpled body of a young man they all recognized. His name was Charles Monroe, call sign: Mechanix. He was the son of Forge and Storm from their reality. The last time any of them saw him, he was enthralled to Omega and Ultimatum. There was no way he should have been able to get to this reality, much less into the mansion.

"What are you doing here?" Nick realized the foolishness of the phrasing as soon as the question left his lips.

"Waiting for you guys to show up," Charles, who looked like hell, came back in a weak attempt at a joke, which was followed up by a bout of coughing that brought up blood.

"I deserved that," Nick admitted and Warren knelt down and desperately began to apply his powers. "Last we saw you were both with Ultimatum. How did you get here?"

"Omega and Ultima followed you here." The words hit like a freight train. "The mansion wasn't the only place with a functional time machine. Moon Knight's daughter, Sphinx, detected the anomaly when you left. Ultimatum's space station, Valhalla, was being torn apart by the Earth's death throes. They'd been counting on Terrax' son, Terron, to rebuild the planet in their image, but he died of a massive cerebral hemorrhage when he crashed the moon."

While Nick was dealing with that revelation, Warren spoke up. "Avenger, I can't do anything for him but ease his pain. He's dying. Something is eating him alive from the inside. I can't stop it."

The young man nodded comprehension of the diagnosis, but faced it calmly and logically as he had everything else in his life. "It was his guarantee of my loyalty; a version of the Legacy Virus. I received regular injections to keep it in check. I knew when I left that I was signing my death warrant. I'm glad I was able to report before it took me."

He was wracked with another coughing fit.

"I was never under Omega's control." Charles informed them as Warren kept doing everything he could to keep him alive. "My mind was too strong for him to dominate, but I had to let him think he at least had some measure of control. Shortly before the crash, I managed to build a teleporter without anyone being the wiser. I was about to leave, when the moon crashed. If I'd known what they were planning, I'd have found a way to stop it, but Omega's no fool. He made sure I was kept in the dark."

Having recovered from the shock, Nick went into full tactician mode. "How many of their people did they bring with them?"

"About two thirds of the organization was on the moon battling the heroes' main assault," Michael responded. "They all died. Only a third of the most loyal and capable members were on the station. Valhalla was badly damaged before and during the trip here. The cloaking field is about all that's still fully functional. They have station wide hull breaches and damaged systems, as well as a lot of injured people. It's going to take them months to get that station back online."

"Do they know you escaped?" Nick knew it was cruel to make demands of a dying man, but he needed information.

Michael nodded. "I faked a call for help, then blew up my lab as I was leaving. Their sensors were down, so they couldn't detect my departure. They have to know by now, however. I didn't have time to completely cover my tracks. I've been here for about five days. I've been relying on the likelihood that they had bigger things to worry about than finding me and hoping you would find me first."

"When you discovered that the X-Men weren't here," Nick asked, "why didn't you contact Utopia?"

Michael's expression turned as grim as possible for an eight year old cherub. "I considered it, but Frost was there . . . . I wasn't going anywhere near that woman. And I don't care that she's not the same woman we knew. I knew you'd come back here eventually."

Nick smiled. "I can understand that. If we'd known she was there beforehand, I don't think we'd have gone."

Xavier spoke up at this point. "How many people were in Ultimatum before?"

Nick frowned. "Their membership varied. Given the cellular structure of the group, it's hard to be exact, but they had as many as four hundred members at one point. Most were lower powered. We had them down to just over three hundred at the end. If only the top third made it across, that's still over a hundred alpha class mutants and other metas; most of whom are second and even third generation supers."

Michael shrugged. "Like I said, Omega never fully trusted me. I was too valuable to him to kill, but he was never sure I was under his control. He never let me in on his plans. To him, I was a tool to be used when needed and otherwise kept in a drawer. Even so, I was able to sabotage more than a few Ultimatum operations; when I could do so without risking exposure."

"The question," Xavier brought up thoughtfully, "is what will this group do now?"

"Omega will break them back into cells and spread them across the planet to gather information and resources," Nick said confidently. "I spent every free minute of the past year studying the man. I know how he thinks. We knew this wasn't our timeline within a few minutes of arriving here. He'll be no different. With his numbers depleted and his base damaged - - possibly beyond repair - - operating in an unfamiliar world, he'll go back to what he knows; what worked for him before.

"Ultimatum was operating, recruiting and gathering strength for at least five years before Frost betrayed us and we never realized it until too late. We even battled multiple cells of the group. There wasn't as much as a hint that they were connected to each other.

"Cells will range from five to nine members, with the average size being seven. Of course, each cell will freely and temporarily hire thugs for specific missions. These hirelings will have no knowledge of the greater organization, of course. Most could care less. They're the ones who get thrown to the wolves when things go bad."

All of the others were looking at Avenger with absolute confidence, but it was Quicksilver who spoke up. "So what's the play, Nick? We all know you have a plan and you know we're all in, so let's cut the preliminaries."

"If we take out that space station," Nick began, "he'll have to start from scratch somewhere else. That should give us time to get ready for whatever he decides to do next."

"He won't leave the station unguarded," Chris put in. He'll keep at least two cells there until repairs are finished; probably more like three or four."

"No doubt," Nick agreed. "Our advantage is that we don't have to defeat them, we just have to do enough damage to the station that it has to be abandoned."

"We're good at that." Rose's vicious smile revealed her anticipation.

"I can supply you with blueprints of the station," Charles told them, his voice getting weaker with each word. "It won't include the recent damage, but it's better than nothing."

"Michelle can mix up some explosives," Prodigy said quickly. "You'll want to download the station mainframe, then destroy it with an EMP. I'll build you one. We can even design the explosives so that the EMP sets them off."

Nick saw Xavier's curiosity as Michael spoke and didn't have to guess the cause. "Yes, Professor, he really is eight years old, but he was doing graduate level work before he was six. You'll get used to it as time goes by."

Michael smiled his most innocuous smile. "You should see my GI Joe collection. They're all fully automated and have 10 gigabyte solid state processors. They even have life like sound."

"He did the same thing for all my dolls and stuffed animals," Michelle put in. "They make tea parties a lot more interesting."

Even Xavier had a hint of a smile at that. "Most interesting. We have an orbit capable jet at Utopia. I'm pretty sure Scott won't mind you using it. You'll even be able to recruit some reinforcements."

Nick shook his head. "No, Professor. This is personal and one of the first things Omega would have wanted up is the external sensors. Without them, he's blind. With them, your space plane won't be able to leave the atmosphere without detection. I won't mind having them as back up, however."

He turned to Charles. "I assume you know exactly where the station is and the best place for us to be dropped off."

"Of course." Charles tried to smile and almost succeeded.

"Seraph, link Mechanix with Phoenix so he can get a good look at the target." Nick turned to Chris. "You up to it? You pushed yourself to the breaking point."

"Yes, mother." Chris laughed. "I'm good to go and it's only a short jump for me. With the info I can get from Mechanix, it won't even be a blind jump. Piece of cake."

Professor knew a moment when he heard one. "What, exactly, is your range?"

The question caught Chris by surprise. "I 'ported to the moon once. Another time, I tried to 'port home from the Shi'Ar Homeworld, but couldn't. Dad wanted to test me to Mars, but Mom nixed that. She said it wasn't safe. She was protective like that."

Xavier nodded and continued. "Did your father determine your mass limits?"

"You're exactly like my dad described you," Chris said. "I once 'ported a loaded X-Jet. It was a strain, but I did it. Dad said I shouldn't ever do it again. He said it weighed like fifty tons."

Charles nodded.

Warren put a hand on both Mechanix' and Phoenix' foreheads and concentrated. A second later, he lowered his hands and Charles "Mechanix" Monroe took his last breath. There was silence in the room for several moments.

"Okay," Nick said finally. "You all have layouts of the station on your headsets from our previous strikes there. The most effective locations for the explosives are already marked. Seraph will keep us linked mentally. We'll be working in teams of two. Predator and Silver Spider, you're primary mission will be information gathering. I want a list of as many people as you can identify on that station. We'll all be doing that, but the two of you can move a lot more freely without getting caught. Gypsy and Dragon your job is to do as much raw structural damage as possible in the short time we'll have. Iron Maiden, you and I will be heading for the computer room to do a data dump and then crash the computer . . . permanently. Quicksilver, you'll be responsible for planting the explosives. Phoenix, you'll be working with her, but be ready to 'port where needed if one of the other groups gets in trouble or someone gets hurt and has to be ferried back to base. Lioness, you're going to be responsible for holding our beachhead. Seraph is going to be distracted maintaining the link. Make sure he doesn't get harassed. Any questions?"

Ben raised his hand. "What's the capitol of Nebraska?"

Nick rolled his eyes but secretly appreciated Ben's attempt to lighten the pressure of the moment. "Lincoln. Any serious questions?"

There were none.

Nick turned to Phoenix as soon as Michael presented them with the explosives Michelle had created and the EMP projector he made from scraps and debris lying around the complex. "Let's do this."


	7. Chapter 7: Valhalla

Charles Xavier stared into the blank space where the young heroes had stood a moment before. For not the first time, he wondered if, at his age, he was up to this. The original X-Men had been malleable teenagers. The newer team was older and far more independent. It had been an adjustment for him, but he'd managed. This group, however, was something else all together. They were young, but hardened by life. Was he up to helping a group of super powered war orphans?

On the damaged satellite in Earth orbit, those war orphans appeared in an abandoned shuttle bay. Looking around, they immediately confirmed that they were alone.

"No alarms," Nick said giving voice to his thoughts. "I'm going to take that as a good sign. You all know your assignments. Good luck and let it rip."

Gypsy and Dragon smiled at each other as Dragon transformed, then they headed out to start tearing things up. They had no particular direction. They just wandered where they would and destroyed anything big, heavy and important looking in their path. At one point, they crossed paths with a trio of Ultimatum members; Aggressor, Backdraft and Crippler. Aggressor was the son of Rage and a genius with a serious attitude problem. Backdraft was a pyromaniac and pyrokinetic, and Crippler was the son of Caliban and Marrow. He had the ability to totally relax a target's muscles, leaving their bones without defense against the batons he carried. Crippler loved using those batons, but he loved nothing more than causing someone pain.

Doug saw them, gave them a toothy grin, grabbed Raven and phased through the floor, laughing all the way. Raven even blew the trio a kiss. With luck, they figured Aggressor and company would do more damage hunting them down than they could ever do just by themselves. Plus, the more members of Ultimatum they could get chasing them, the fewer who would be free to interfere with the others.

As soon as he got over the shock of seeing two enemies in his home base, Aggressor stepped over to a control panel and activated the alarm, then called the bridge. "Omega, we just ran into two X-Men, Dragon and Gypsy. Where there are two of those punks, there are bound to be more."

The response was prompt. "Omega to all stations: We have visitors. Hunt them down and bring me their heads."

Aggressor smiled. It wasn't a pretty sight. "Let's go boys. We have some heroes to kill."

Backdraft laughed a little maniacally. Crippler, being a man of few words, simply expanded his collapsible batons to their full length. It wasn't obvious beneath the full skull mask he wore, but his smile was an even uglier thing than Aggressor's.

Elsewhere on the station, Phoenix teleported into the computer room with Iron Maiden and Avenger in tow. "Have fun, kids. We'll try to keep the dogs off you ankles."

As Phoenix vanished, Avenger took position at the door and Iron Maiden plugged her armor into the massive mainframe. Neither said a word. They both knew their roles. Words were unnecessary.

Iron Maiden was still busy with the computer when Avenger spotted two people coming down the passage; heading to the room they were in. Assault was a cybernetically enhanced flier and Sparrowhawk was Phoenix' Magnetic Manipulating cousin. Assault was a mercenary working with Ultimatum for power and money. Erika Summers, however, had once been a good friend.

Avenger quickly pulled a tennis ball sized sphere from his duster. It had a plastic shell that cracked easily between his fingers before he threw it down the hall. As Nick ducked back into the room for an instant, the sphere exploded with blinding light and ear shattering concussion. He knew that Assault's bionics would shield him from the effect, but he wasn't really worried about him. The young lady, however, would be blind and deaf for several seconds; long enough for him to deal with the cyborg.

True to form, Assault was barreling down the hall, leaving his companion behind when Avenger stepped through the door again. Assault's idea of tactics was to plow through the opposition until they stopped getting up, trusting in his force field to protect him from danger. Avenger stepped into the attack with his shield. The vibranium alloyed into the disc absorbed the force of the attack and Nick's strength deflected Assault through a nearby wall.

Without slowing down, Nick continued down the hall towards the recovering Sparrowhawk. He took a Shi'Ar javelin from his coat, activated it and threw it before she could regain her bearings. There was a flash of electricity and the girl collapsed into unconsciousness.

That gave Avenger just enough time to turn and side step Assault's next attack. As the man flew past him, Nick brought the edge of the shield down on his left leg, just above the knee. The force of the blow knocked Assault out of the air and severed the leg with a shower of sparks. The bulk of Assault's body continued several yards, bouncing off the wall at the end of the passage. The backlash of having his bionic leg suddenly severed knocked him out long before he stopped moving.

Leaving the pair where they fell, Avenger walked calmly back to the room where Iron Maiden was finishing her work on the computer. As he did so, he reported back to the others through the mind link. _Assault__and__Sparrowhawk__are__both__down._

By the time Nick stepped through the door, Iron Maiden had finished having her way with Omega's computer. Now it was her job to watch the door while Avenger took care of stage two of their mission. She didn't think either opponent had time to alert the others to their location, but she wasn't about to make that assumption.

Nick reached into the dimensional pocket contained within his duster and extracted the boxy device Prodigy had made for them. It would take a few seconds to set up and would draw power from the station itself. The EMP would cover the whole station and fry any electronics that weren't well shielded. That would be the least of Omega's problems, of course. The pulse would also set off all the explosives they were setting. He even spread a handful about the computer room.

At that moment, Predator and Silver Spider were looking through a vent into a room where nine members of Ultimatum were working on some important system. Three of them were children of known super criminals; their names were Cobra, Raptor and Tiburon. The other six were people neither of them had run into before.

Dropping out of the ventilation system in a room near where the nine were working, Predator handed her katana to Silver Spider and shifted into the form of Omega. The best way to pull off a disguise is to know your character and act like you belong. Own your audience and dare them to suspect a ruse; the bolder the act, the less time the sucker has to think. It usually worked pretty well and this time was no exception.

When Omega entered the room where they were working, all nine Ultimatum members present jumped slightly. They all knew he was supposed to be on the bridge. Before the dichotomy could occur to them, however, Omega started snapping orders and everyone in the organization knew that when Omega told you to do something, you didn't question.

"Tiburon, Raptor, Cobra," Predator ordered, descending into the role, "join Aggressor and his team in their search for the trespassers."

As the three quickly left, Predator produced a bag containing six discs. "Put these on your right temples. They're programmed with the skills you'll need to finish this job. I don't have the time to babysit you."

A few of them looked at their apparent leader suspiciously, but none questioned the order. Once all six had the discs in place, Rose reverted to her natural form and activated the discs, which were neural inhibitors. By the time Silver Spider joined her in the room, all six were paralyzed.

"Good thing I knew the names of those three and could send them on a wild goose chase," Rose admitted. "I only brought six neural discs."

_We__got__lucky._ Rose reported over the mind link. _Six__unknowns__down__for__the__count.__Tiburon,__Raptor__and__Cobra__are__on__the__station,__but__have__been__distracted__for__the__moment.__Getting__images__and__data__on__the__six__now.__Let__'__s__see__if__they__'__re__in__the__database.__We__have__a__pair__of__cybernetically__enhanced__mutant__mercenaries,__Cannon__and__Martinet;__I__never__ran__into__them__before.__Bastion,__the__son__of__Absorbing__Man__and__Titania;__I__remember__him__now.__Then__there__'__s__Scorpia,__Transyt__and__Asylum;__the__kids__of__Scorpion,__Vanisher__and__Mesmero__respectively._

The explosives most of the team were carrying were very small - - each about the size of a quarter - - but very powerful - - each with the explosive potential of several ounces of Semtex. They were designed to be set off by a sufficiently powerful electromagnetic pulse. To say that Phoenix and Quicksilver were working together on their assignment would be a stretch. They were actually never more than a hundred yards apart and frequently crossed paths, but they weren't exactly together most of the time. Phoenix moved through the station in a wide spiral, planting quarters as he went. Quicksilver ranged back and forth off that path, spreading the deadly coins wherever she could reach or stretch. Between them, they were able to spread hundreds of explosive charges.

Quicksilver was on one of these forays when she quickly turned a corner and almost ran straight into a group of five Ultimatum members; two old friends and three of the more . . . enthusiastic members of the organization. Britannia was the daughter of Captain Britain and Meggan; Rebel, the son of Cannonball and Meltdown. Bloodshed was a cyborg and a powerful telepath. Genocide was a mutant assassin and the son of Scalphunter and Arclight from the Marauders. Rakshasa was born of the rape by Sabretooth of a young woman called Blink and had the combined powers of both. Unfortunately, she got her personality from her father.

Reacting before the others even consciously registered her presence, Quicksilver dodged through the group, grabbing Britannia and Rebel as she passed and slamming them into a wall more than a hundred feet away. She knew they were both more than tough enough to survive the impact, but it would put them out of the fight. She also sent out a mental alarm to the others.

Avenger was extremely displeased when he heard. _I__told__everyone__to__stay__in__pairs._

Quicksilver flinched as if she'd just been slapped. _I__'__m__only__a__few__seconds__away__from__him._

Avenger mentally rolled his eyes, but there was nothing to be done about it now. _We__'__re__done__here__anyway.__Everyone__converge__on__the__shuttle__bay.__We__'__re__leaving.__If__you__get__cut__off,__call__for__Phoenix._

Phoenix quickly appeared several yards in front of Quicksilver. She came to an immediate stop next to him. He grabbed her and immediately teleported to their beachhead.

When the pair reappeared in the shuttle bay, only Predator and Silver Spider were there with Lioness and Seraph. Dragon and Gypsy soon arrived. Unfortunately, they had a dozen members of Ultimatum, led by Aggressor, close on their tails. The fight they'd been trying to avoid was on.


	8. Chapter 8: Battle Unwanted

Silver Spider had been at insect size, but enlarged as he leaped, sucker punching Raptor with a powerful uppercut. "Hey, Toomesey. Been a long time since I last kicked your butt. What? You couldn't wait for another whuppin'?"

Unlike his father, Raptor's wings were natural and so were his claws. He was also a lot tougher than a normal man, as evidenced by the speed at which he recovered from the blow. Fortunately, Ben was faster still and easily avoided the winged terrorist's attack.

Aggressor brought both fists down on Dragon's shoulders; driving the big hero to his knees. Aggressor wasn't happy, however, when Doug stood back up, cracked his neck and turned to face him. When Aggressor hit people, he was used to them staying down. The truth was the blow had taken a lot more out of Dragon than he was willing to show. In fact, both of his arms were numb and not working at the moment. There was no way he was going to let his opponent know that, however.

"That the best you can do?" Doug hoped he was making the bluff at least sound good.

Like his mother, Dragon's phasing abilities were pretty much undetectable unless he was phased into something. When Aggressor struck with a growled curse, he went right through Dragon and struck the floor with enough force to be felt throughout the entire station. The floor wasn't designed to withstand such a blow, of course, and Aggressor, off balance, immediately fell through the hole he created. Problem: The shuttle bay was on the extreme outer section of the station. Explosive decompression immediately became the concern of everyone in the chamber.

Iron Maiden and Avenger fortunately chose that moment to catch up with the others. Suzie's first act was to put a force field up over the opening just an instant before Lioness and Tiburon were sucked through it.

Tiburon landed on top of Lioness, but she quickly threw him off. "Sorry, Arliss, but you're not my type. I prefer mammals."

Kat knew better than to use lightning on Tiburon. He was too well insulated to be taken out that way. Instead, she sucked the moisture out of the air and let him pound away while she dodged and stayed one step ahead of him. It didn't take long to dehydrate the man. Tiburon was soon slowing down and gasping for breath. It was only then, when his defenses were down that she used lightning. The room filled with the stench of charred flesh as Tiburon collapsed first to one knee, then completely out after the second bolt hit him.

Elsewhere, Backdraft tried his best to fry Iron Maiden, but she was ignoring his attacks. "You do realize that the laws of physics are stacked against you, right? This armor could take a swim in a volcano and even if the heat was transferred to the occupant, I don't have a physical body. All your heat is to me is a snack. Let's see how you like the taste of repulsors."

She cut loose with both hands, but the beams splayed off an invisible barrier several feet from her target. From the corner of her eye, she saw the mutant grandson of Unus, the Untouchable, entering the room. His name was Blockade and his powers weren't normally offensive, but on defense, he was nearly unstoppable. As long as he was in the picture, Backdraft could attack her all day and she couldn't touch him. Sooner or later, he would generate enough heat to start melting her armor. Then, she would be in real trouble.

Seeing Raptor getting the crap beat out of him by Silver Spider, Bloodshed tried to reach out telepathically and take over Ben's mind. He was surprised to find himself blocked. Then he saw Seraph flying at him.

"Did you really think I'd leave my companions undefended?" Seraph took a mighty swipe at Bloodshed with his psi-sword; an attack the telepathic cyborg barely dodged. "We haven't met before. I'm Seraph and your dead meat. Let's party."

"Suckah." Bloodshed spat as sword blades shot out of housings on the back of each of his wrists. "Telepathy ain't th' only thing I got goin' for me. Aggressor built some o' th' most advanced cybernetics in th' world into me. I think I'll start by cuttin' you a few dozen times, then just tear y'r limbs off f'r good measure."

Seraph knew he was in trouble. His sword was powerful, but the physical manifestation of it wasn't nearly as powerful as the psychic manifestation. He may not have encountered Bloodshed before, but he had read the various files on him. The man's wrist blades were carbon steel and razor sharp. Warren's armored costume was pretty good, but it wouldn't last long against those blades.

One lesson the kids had learned early and often was "when caught in a stalemate, change partners". Seeing as Warren was having as many problems as she was, Suzie called out. "Seraph, switch."

With a nod, Seraph disengaged from Bloodshed and hit Blockade with a psi-blast. The attack wasn't nearly as effective as his sword, but it was more than enough to make the terrorist drop his shield. That enabled Warren to finish him off in a fly by with the sword. Blockade went down, but Backdraft was still a threat.

At the same time, Iron Maiden barraged Bloodshed with double plasma pulse cannons which popped out of the back of each forearm. No one pulse was all that damaging, but combined, they were enough to take down all but the toughest opponents. Bloodshed was tough, but he was no Aggressor. It would take Iron Maiden several seconds of concentrated effort, but Bloodshed would wake up later with his flesh charred, and his cybernetics melted and fried.

In the meantime, Seraph, having taken out Blockade was being hard pressed by Backdraft. He could evade the pyrokinetic's attacks easily enough, but he couldn't get close enough to attack him and his ranged powers took more concentration than he could commit and still keep dodging. Seeing this, Iron Maiden turned and fired a double repulsor blast that sent Backdraft flying across the room where landed in an unconscious lump; his spine twisted in ways a human spine is not designed to go.

"That looked like it hurt . . . a lot," Suzie commented clinically. "Note to self: Do additional tests on repulsors' potential to do serious damage to human flesh."

The young man called Genocide was the son of Arclight and Scalphunter. In addition to being tough and extremely strong, he had the ability to create his own dimensional pocket where he stored an incredible arsenal of weapons, all of which he used with deadly effective. Genocide and Avenger had faced off several times, but neither held a victory over the other. Something always happened to end the fight before they were finished.

As they paired off this time, Genocide pulled out a plasma rifle, while Avenger did a low sweeping kick to take his legs out. Genocide went down, but recovered and came up with the gun before Nick could press the advantage. Already having his father's shield on his arm, Avenger deftly blocked Genocide's first several shots. Nick then threw the shield, forcing Genocide to dive away and drop his weapon. Before Genocide could get out another weapon, however, the shield was back in Nick's hands and ready to be used in defense.

As Silver Spider finally finished off Raptor with a bone jarring kick to the jaw, Crippler moved in on Predator. Neither said a word. They hadn't faced each other before, but knew each other by reputation. Crippler carried two vanadium steel battle staves, but Rose's katana was made of adamantium. When he parried with crossed staves, she cut right through both of them at a forty five degree angle. He responded quickly and jammed the sharp points of the sections he had left into her shoulders.

If Crippler expected Predator to scream in agony, he was disappointed. She only gave a grunt and a growl, then kicked him off of her. Even as he was being thrown, he tried to use his powers and paralyze her muscles. The attack had never failed him before, but he hadn't fought Rose before.

"What the hell?" He uttered the first words in the fight as she pulled the weapons from her shoulders and tossed them aside; the wounds already closing. "You shouldn't be able to move."

"Regenerating shapeshifter," she said quickly. "I'm immune to neurological effects like your powers."

With his powers negated and her katana lying on the floor a few feet away, they were left to having to brawl it out. Crippler was stronger and tougher than Rose, but she was faster and more agile. She also regenerated. He didn't. It was going to be a long fight and time was on his side.

Scott Summers, Jr. had been one of the kids abducted and brainwashed by Omega. He called himself Beholder and had inherited his father's uncontrollable eye beams. His visor was similar to the one Cyclops wore, but instead of force beams, Beholder generated raw plasma in a devastating combination of force and heat. Scott hated his younger brother. He always had and the mind control just intensified it. Resentment ran deep and boiled up until it became murderous rage.

Seeing that Rakshasa and Phoenix were engaged in a battle of spatial manipulation and teleportation, but were far too evenly matched, Scott decided to intervene and blasted Chris from behind. The attack caught Chris by surprise and would have fried any other opponent. Like it was with Scott, Sr. and his brother, Alex, however, Chris and Junior were mutually resistant to each others powers. Resistant wasn't immune, unfortunately. Phoenix wound up with a third degree burn on his right shoulder blade that stunned him enough to leave him open to attack from Rakshasa. The feline killer would have ripped Chris' throat out had he not been deflected away at the last minute by a powerful wind created by Lioness.

As Chris used the same painful attack on the now off balance Rakshasa that he used several days earlier on Hellion, Lioness charged her hands with lightning and raked Beholder across the chest. The attack cut deep and fried his synapses at the same time. Beholder went down even as Rakshasa passed out from the pain of having his body disrupted and displaced.

Martin Toynbee was known as Cobra. He was fast, strong, agile and extremely tough. He also had deadly claws and teeth that injected a curare like venom even as the ripped and tore flesh. Martin considered his father, Toad, to be a loser and a failure. He was determined to burst free of the shadow of an incompetent.

Quicksilver was faster, more agile and ultimately malleable, making Cobra's claws and teeth pretty close to useless. Cassie also had a black belt in aikido. She knew a hundred ways to turn an opponent's strength and speed against them. She was also very good with taunts and knew which buttons to push with Cobra.

"Hey, Marty," she goaded. "Still trying to be better than your old man? You should live so long."

Cobra knew what she was trying to do, but couldn't resist a come back. "My father was an incompetent boob not fit to lick my boots."

Cassie laughed. "Morty made a lot of mistakes, but he died a hero. In the end he was twice the man you'll ever be as long as you remain as much a lackey for Omega as Toad was for Magneto."

That did it. Cobra lost his temper and in that moment handed Quicksilver the victory. His attacks became wilder and wilder. Her counters left him more and more embarrassed as he had to pick himself up off the ground after each trip or throw. Finally, he made a run at her and she grabbed him, added her momentum to his and slammed him into one of the walls at near mach speed. He would eventually recover, but he'd be out for hours.

As Seraph moved in to start treating Chris' burned shoulder, Chris locked onto Crippler and blind teleported him to the far side of the station. It was a risky move. If Crippler's destination was already occupied with solid metal, he would bounce back and both would suffer an extreme backlash. Fortunately, Chris had at least a general familiarity with the layout of the place and had a pretty good idea where to send Crippler. The attack was successful and one more opponent was removed from the conflict.

The young woman known as Phantasm was the daughter of Warpath and Mirage. In years past, she and Gypsy had been good friends. That all changed thanks to Omega and the White Queen. Phantasm had her mother's illusory powers as well as her father's strength and resilience. Gypsy was almost as tough and strong and had a skin level energy dampening field that made her virtually immune to most mutant powers. Gypsy also carried a staff and knew how to use it.

Unfortunately, whereas Raven didn't want to kill Phantasm, the reverse could not be said. The mind control and conditioning had so twisted Phantasm's mind and memories that she believed she'd always secretly hated Gypsy for pushing her around and not appreciating her. She attacked to kill. Gypsy was at a distinct disadvantage and would have gone down if Phantasm hadn't suddenly vanished thanks to Phoenix.

This left Genocide the only member of Ultimatum left in the fray and he was too much a professional to stay and go down in an unwinnable fight. All actual members of the organization had heavily shielded devices surgically embedded somewhere in their bodies. The device would immediately teleport them out of a battle if they went unconscious or were unable to continue fighting. It could also be activated mentally by the person. Genocide activated his before Chris could block him and vanished. The fight was over, but they had to move fast before Omega could get a larger force into position and overpower them. It was time to leave.

As everyone gathered around Chris and he concentrated, bending space around them, Nick activated the trigger for the EMP. Appearing back in the subterranean complex, they found that Prodigy had already tapped into a satellite feed and watching the destruction of Valhalla on a large plasma screen built into one wall of the lab. The mission was over and they had succeeded. Omega and Ultimatum would still pose a deadly threat to humanity, but they would no longer have their primary base and greatest weapon. It would have to be enough.


End file.
